UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 19, 2009
TOLLGRADE COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania (State or Other Jurisdiction of Incorporation) |
000-27312 (Commission File Number) |
25-1537134 (IRS Employer Identification Number) |
493 Nixon Road
Cheswick, Pennsylvania 15024
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (412) 820-1400
N/A
(Former name or former address, if changed since last report.)
Cheswick, Pennsylvania 15024
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (412) 820-1400
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
At a meeting of the Companys Board of Directors held on October 19, 2009, at the recommendation of
the Compensation Committee, the Board of Directors unanimously adopted a new compensation program
for non-employee directors of the Company.
Under the newly adopted program, effective October 19, 2009, non-employee directors will receive
annual compensation comprised of the following elements:
| A retainer of $20,000, payable in cash; |
| Restricted stock under Companys 2006 Long-Term Incentive Compensation Plan (the 2006 Plan) having a market value of $35,000 on the date of grant, based on the fair market value (as defined in the 2006 Plan) of a share of the Companys stock on such date, subject to a one-year period of restriction; and |
| Retainers of $10,000 and $7,500, respectively, for the Chairperson of the Audit and Compensation Committees, payable in cash, and a cash retainer of $5,000 for the Chairperson of each of the Corporate Governance and Investment Committees. |
Under the newly adopted program, as compared with the Boards prior compensation program, the Board
reduced the annual cash retainer payable to non-employee directors by $10,000, and reduced the
annual cash retainers paid to the Chairpersons of the Audit, Compensation, Corporate Governance and
Investment Committees by $2,500 for each Committee. In addition, the Board has eliminated
per-meeting fees for the Board and all of its Committees.
The equity component of non-employee director compensation has been increased under the new program
as compared with the Boards prior non-employee director compensation practices. In establishing
the new program, the Board determined to weight the equity component of the total annual
compensation paid to non-employee directors more heavily than the cash component in an effort to
align the interests of the directors more closely with the interests of shareholders. In
connection with the adoption of the program, the Board established guidelines for Company stock
ownership by non-employee directors. Per the Board-approved guidelines, non-employee directors
should endeavor to acquire and maintain ownership of Company stock valued at three times the annual
cash retainer paid to non-employee directors. The guidelines allow five years for directors to
achieve the targeted stock ownership.
Effective with the October 19, 2009 Board meeting, the equity component of the annual compensation
for non-employee directors will be granted on the date of the regularly scheduled meeting of the
Board held in October of each year, and the annual cash retainers will be paid in equal quarterly
installments.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TOLLGRADE COMMUNICATIONS, INC. |
||||
By: | /s/ Jennifer M. Reinke | |||
Jennifer M. Reinke | ||||
Dated: October 21, 2009 | Assistant General Counsel and Assistant Secretary |